ICP Solar Technologies Inc. - Exhibit 10.1 - Prepared By TNT Filings
   Inc.







  Exhibit 10.1


SHARE PURCHASE AGREEMENT

THIS AGREEMENT is dated for reference as of the
18th day of December, 2009.

	AMONG : 	
    ICP SOLAR TECHNOLOGIES INC.,
      a corporation duly formed under the laws of Nevada with its principal
      office at 7075 Place Robert-Joncas, Unit 131, Montreal, Quebec, Canada H4M
      2Z2 

	 	 
	  	(hereinafter called “ICP” or the
      “Acquirer”) 
	 	 
	  	         
                         
               On the First part 
	  	  
	  	AND: 
	 	 
	  	
    EPOD ERNEUEBARE ENERGIEN. a corporation duly formed under the laws of
      Germany with its principal office in Ketten, Germany
    

	  	  
	  	(hereinafter referred to as "EEE”)

	 	 
	  	AND: 
	 	 
	  	
    VOLKERSLEIER GMBH & CO-KG, a corporation duly formed under the laws of
      Germany with its principal office in Ketten, Germany 

	  	  
	  	(hereinafter referred to as
      “Volkersleier”) 
	 	 
	  	         
                         
               On the Second part 
	  	  
	  	         
                         
           (Hereinafter Collectively called the ”Parties”)
  


WHEREAS the Parties previously entered into a Binding
Letter of Intent dated December 16, 2009 (“Binding LOI”), setting out the basis
for the acquisition (“Acquisition”) of 9% (nine percent) of the total number of
issued and outstanding shares of common stock of Volkersleier, a wholly owned
subsidiary of EEE, by ICP under certain terms and conditions;




2

WHEREAS pursuant to the terms of the Binding LOI, the
Parties agree to enter into a definitive share purchase agreement within 30
(thirty days) of the signing of the Binding LOI: 

WHEREAS the Parties wish to enter into a definitive
share purchase agreement to finalize the terms of the Acquisition; 

WHEREAS to this end the Parties have agreed to enter
into the present Share Purchase Agreement (“Agreement”);

NOW, THEREFORE, THE PARTIES HERETO HEREBY AGREE AS
FOLLOWS. 

1. 

 INTERPRETATION

	1.1 	Where used herein, the following terms shall have the
      following meanings: 
	 	 	 
		(a) 	
      “Business” shall mean the business in which Volkersleier
      is engaged, namely the 730kw producing photovoltaic solar facility located
      in Volkersleier, Germany 

	 	 	
       

		(b) 	
      “Closing Date” shall mean December 18th 2009
      or such other day as may be mutually agreed to by the Parties. 

	 	 	
       

		(c) 	
      “ICP Payment Shares” shall mean a total of 4,600,000
      (four million six hundred thousand) shares of common stock of ICP at a
      price of $0.07 per share; 

	 	 	
       

		(d) 	
      “Option” shall have the meaning as set forth in Section
      2.1.2 below; 

	 	 	
       

		(e) 	
      “Total Volkersleier Common Shares” shall mean 100 (one
      hundred) shares of common stock, representing 100% (one hundred percent)
      of all of the issued and outstanding shares of common stock of
      Volkersleier, all of which are held by EEE; 

	 	 	
       

		(f) 	
      “Volkersleier Shares” shall mean 9 (nine) shares,
      representing 9% (nine percent) of all of the issued and outstanding common
      shares of the capital stock of Volkersleier;. 

	 	 	 
	1.2 	All dollar amounts referred to in this Agreement are in U.S.
      funds, unless expressly stated otherwise. 


2. 

 PURCHASE OF SHARES AND CONDITIONS OF SALE

	2.1 	
      EEE as holder of the Total Volkersleier Common Shares
      agrees to assign and transfer the Volkersleier Shares to the Acquirer and
      Acquirer accepts the assignment and transfer of the Volkersleier Shares.
      

	 	
       

	2.1.2 	
      Furthermore, EEE grants Acquirer an option to purchase
      additional shares of common stock of the Total Volkersleier Common Shares
      (“Option”) representing up to an additional 91% (ninety- one percent) of
      the Total Volkersleier Common Shares for a period of 6 (six) months from
      the signing of this Binding LOI (Option Period””). 

	 	
       

	2.1.3 	
      In consideration of the assignment and transfer of the
      Volkersleier Shares to Acquirer and of the Option, the Parties agree as
      follows: 







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	 	(a)	The Acquirer shall issue the ICP Payment Shares to EEE.


	 	 
	2.2 	Conditions of Closing: 
	 	 	 
		(a) 	Delivery of the proof of filing of all necessary documents with the
      required German regulatory bodie(s) for the assignment and transfer of the
      Volkersleier Shares to the Acquirer. 
	 	 	 
		(b) 	Delivery of the ICP Payment Shares to EEE. 


2.3 Post-Closing Conditions:

	 	(a) 	Delivery of the Volkersleier Shares within twenty (20) business days
      of the Closing Date, or as soon as practicable thereafter.




	3. 	COVENANTS, REPRESENTATIONS AND WARRANTIES FOR THE BENEFIT OF
      ACQUIRER 
	 	
       

	3.1 	
      EEE covenants with and represents and warrants to
      Acquirer as follows, and acknowledge that Acquirer is relying upon such
      covenants, representations and warranties in connection with the purchase
      by the Acquirer of the Volkersleier Shares: 

	 	
       

	3.1.1 	
      Volkersleier has been duly incorporated and organized
      under the laws of Germany, is a validly existing company and is in good
      standing under German law; it has the corporate power to carry on its
      Business; it is duly qualified as a company to do business and is in good
      standing with respect thereto in each jurisdiction in which the nature of
      the Business or the property owned or leased by it makes such
      qualification necessary; and it has all necessary licenses, permits,
      authorization and consents to operate its Business. 

	 	
       

	3.1.2 	
      The Total Volkersleier Common Shares are owned by EEE as
      the beneficial and recorded owner with good and marketable title thereto,
      and all of the Total Volkersleier Common Shares are free and clear of all
      mortgages, liens, charges, security interests, adverse claims, pledges,
      encumbrances and demands whatsoever. 

	 	
       

	3.1.3 	
      No person, firm or corporation has any agreement or
      option or any right or privilege (whether by law, pre-emptive or
      contractual) capable of becoming an agreement or option for the purchase
      from EEE of any of the Total Volkersleier Common Shares. 

	 	
       

	3.1.4 	
      The entering into of this Agreement and the consummation
      of the transactions contemplated hereby will not result in the violation
      of any of the terms and provisions of the constating documents of
      Volkersleier or of any indenture, instrument or agreement, written or
      oral, to which EEE or Volkersleier may be a party. 

	 	
       

	3.1.5 	
      The entering into of this Agreement and the consummation
      of the transaction contemplated hereby will not, to the best of the
      knowledge of EEE and Volkersleier, result in the violation of any law or
      regulation of the country in which Volkersleier is resident or in which
      the Business is or at the Closing Date will be carried on, or of any other
      law or ordinance to which Volkersleier or the Business may be subject.
    

	 	
       

	3.1.6 	
      This Agreement has been duly authorized, validly executed
      and delivered by EEE and Volkersleier. 







4

Representations and Warranties
relating to ICP Payment Shares

	3.2 	
    As provided for in Schedule A herein, EEE represents and
      warrants to Acquirer that it is not a “U.S. Person” as defined by
      Regulation S of the Securities Act and is not acquiring the ICP Payment
      Shares for the account or benefit of a U.S. Person. 



A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is: 

	 	(a) 	
      any natural person resident in the United States;
      

	 	 	
       
	
       

	 	(b) 	
      any partnership or corporation organized or
      incorporated under the laws of the United States; 

	 	 	
       
	
       

	 	(c) 	
      any estate of which any executor or administrator is a
      U.S. person; 

	 	 	
       
	
       

	 	(d) 	
      any trust of which any trustee is a U.S. person;
      

	 	 	
       
	
       

	 	(e) 	
      any agency or branch of a foreign entity located in
      the United States; 

	 	 	
       
	
       

	 	(f) 	
      any non-discretionary account or similar account
      (other than an estate or trust) held by a dealer or other fiduciary
      organized, incorporate, or (if an individual) resident in the United
      States; and 

	 	 	
       
	
       

	 	(g) 	
      any partnership or corporation if: 

	 	 	 	 
	 		(i) 	
      organized or incorporated under the laws of any
      foreign jurisdiction; and 

	 	 	 	
       

	 		(ii) 	
      formed by a U.S. person principally for the purpose of
      investing in securities not registered under the Securities Act, unless it
      is organized or incorporated, and owned, by accredited subscribers [as
      defined in Section 230.501(a) of the Securities Act] who are not natural
      persons, estates or trusts. 




	3.2.1 	
      EEE acknowledges that none of its officers or directors
      were in the United States at the time the offer to acquire the ICP Payment
      Shares was received. 

	 	
       

	3.2.2 	
      EEE acknowledges that the ICP Payment Shares to be issued
      are “restricted securities” within the meaning of the Securities Act and
      will be issued to EEE in accordance with Regulation S of the Securities
      Act. 

	 	
       

	3.2.3 	
      EEE agrees not to engage in hedging transactions with
      regard to the ICP Payment Shares, unless in compliance with the Securities
      Act. 

	 	
       

	3.2.4 	
      EEE agrees to resell the ICP Payment Shares only in
      accordance with the provisions of Regulation S of the Securities Act,
      pursuant to registration under the Securities Act, or pursuant to an
      available exemption from registration pursuant to the Securities Act.
    

	 	
       

	3.2.5 	
      EEE acknowledges and agrees that all certificates
      representing the ICP Payment Shares will be endorsed with substantially
      the following legend in accordance with Regulation S of the Securities
      Act: 




“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
“SECURITIES ACT”), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S
PROMULGATED UNDER THE SECURITIES ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.” 






5

	3.2.6 	
      Each of the Parties has had full opportunity to review
      information regarding the other Party’s respective business and financial
      condition. Each of the Parties believes it has received all the
      information it considers necessary or appropriate to agree to enter into
      this Agreement. Each of the Parties hereby acknowledges that it has had
      full opportunity to discuss this information with their legal and
      financial advisers prior to execution of this Agreement. 

	 	
       

	3.2.7 	
      EEE acknowledges that the offering of the ICP Payment
      Shares by the Acquirer has not been reviewed by the SEC and are being
      issued by Acquirer pursuant to an exemption from registration under the
      Securities Act. 

	 	
       

	3.2.8 	
      EEE understands that the ICP Payment Shares are
      characterized as "restricted securities" under the Securities Act inasmuch
      as they are being acquired from the Acquirer in a transaction not
      involving a public offering and that under such laws and applicable
      regulations such securities may be resold without registration under the
      Securities Act only in certain limited circumstances. In this connection,
      EEE represents that it is familiar with SEC Rule 144, as presently in
      effect, and understands the resale limitations imposed thereby and by the
      Securities Act. 



4. 

 CONVENANTS, REPRESENTATIONS AND WARRANTIES OF
ACQUIRER

4.1 

Acquirer covenants with and represents and warrants to EEE
and Volkersleier as follows and acknowledges that EEE and Volkersleier are
relying upon such covenants, representations and warranties in entering into
this Agreement: 

4.2 

The entering into this Agreement and the consummation of
the transactions contemplated hereby will not result in the violation of any of
the terms and provisions of the constating documents or bylaws of Acquirer or of
any indenture, instrument or agreement, written or oral, to which Acquirer may
be a party. 

	4.3 	
      The entering into of this Agreement and the consummation
      of the transactions contemplated hereby will not, to the best of the
      knowledge of Acquirer, result in the violation of any law or regulation of
      Canada, the United States or of any local government bylaw or ordinance to
      which Acquirer’s business may be subject. 



4.4 

This Agreement has
been duly authorized, validly executed and delivered by Acquirer.

5. 

 CLOSING ARRANGEMENTS

	5.1 	
      The closing shall take place on the Closing Date remotely
      via the exchange of documents and signatures at the offices of Acquirer,
      or at such other time and place as the parties may mutually agree.
  







6

6. 

 GENERAL PROVISONS

	6.1 	Time shall be of the essence of this Agreement. 
	 	 
	6.2 	This Agreement contains the whole agreement between the Parties hereto
      in respect of the purchase and sale of the Volkersleier Shares and there
      are no warranties, representations, terms, conditions or collateral
      agreements expressed, implied or statutory, other than: (i) as expressly
      set forth in this Agreement; 
	 	 
	6.3 	This Agreement shall enure to the benefit of and be binding upon the
      Parties hereto and their respective successors and permitted assigns.
      Neither Acquirer nor EEE may assign this Agreement without prior written
      consent, which consent may not be withheld for any reason whatsoever.
  
	 	 
	6.4 	Any notice to be given under this Agreement shall be duly and properly
      given if made in writing and delivered or telecopied to the addressee at
      the address as provided by each of the Parties. Any notice given as
      aforesaid shall be deemed to have been given or made on, if delivered, the
      date on which it was delivered or, if telecopied, on the next business day
      after it was telecopied. Any party hereto may change its address for
      notice from time to time by providing notice of such change to the other
      Parties hereto in accordance with the foregoing. 
	 	 
	6.5 	This Agreement may be executed in one or more counterparts, each of
      which so executed shall constitute an original and all of which together
      shall constitute one and the same agreement. 
	 	 
	6.6 	This Agreement shall be construed and enforced in accordance with and
      the rights of the parties shall be governed by, the laws of the State of
      Nevada. 
	 	 
	6.7 	The representations, warranties and covenants contained in this
      Agreement shall survive the closing of the transaction contemplated
      herein. For greater certainty, the parties hereto irrevocably agree to
      indemnify, defend, guarantee and save harmless the other Parties hereto
      from all damages (including legal fees and disbursements) relating to a
      breach, falsity or inaccuracy of a representation, warranty or covenant
      given to a Party herein. 


IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement as of the date and year first above written. 


	 	
      ICP SOLAR TECHNOLOGIES INC.

      Per:  /s/: Sass Peress                                  
       
Michael Matvieshen,
      President and CEO




 


	 	
      EPOD ERNEUEBARE ENERGIEN

      Per: /s/: Michael Matvieshen                    
Michael
      Matvieshen, President and CEO




 




7


	
       	
      VOLKERSLEIER GMBH & CO-KG

      Per:

      /S/ : Michael Matvieshen                       
       
Michael Matvieshen,
      President and CEO








SCHEDULE A

Subscription Agreement and Investment Letter

ICP SOLAR TECHNOLOGIES INC. 


In connection with the issuance of common stock ("ICP Common
Stock") of ICP SOLAR TECHNOLOGIES INC., a Nevada corporation ("ICP"), to
the undersigned, the undersigned hereby covenants, agrees, represents and
warrants with and to ICP as follows, and acknowledges that ICP is relying on
such covenants, representations and warranties in connection with the issuance
of ICP Common Stock to the undersigned: 

1.     The undersigned represents and warrants to ICP that the
undersigned is not a “U.S. Person” as defined by Regulation S of the Securities
Act and is not acquiring the ICP Common Stock for the account or benefit of a
U.S. Person. 

A “U.S. Person” is defined by
Regulation S of the Securities Act to be any person who is:

	 	(h) 	any natural person resident in the United States;
  
	 	 	 	 
	 	(i) 	any partnership or corporation organized or incorporated
      under the laws of the United States; 
	 	 	 	 
	 	(j) 	any estate of which any executor or administrator is a
      U.S. person; 
	 	 	 	 
	 	(k) 	any trust of which any trustee is a U.S. person;
  
	 	 	 	 
	 	(l) 	any agency or branch of a foreign entity located in the
      United States; 
	 	 	 	 
	 	(m) 	any non-discretionary account or similar account (other
      than an estate or trust) held by a dealer or other fiduciary organized,
      incorporate, or (if an individual) resident in the United States; and
    
	 	 	 	 
	 	(n) 	any partnership or corporation if: 
	 	 	 	 
	 		(i) 	organized or incorporated under the laws of any foreign
      jurisdiction; and 
	 	 	 	 
	 		(ii) 	formed by a U.S. person principally for the purpose of investing in
      securities not registered under the Securities Act, unless it is organized
      or incorporated, and owned, by accredited subscribers [as defined in
      Section 230.501(a) of the Securities Act] who are not natural persons,
      estates or trusts. 


2.     The undersigned acknowledges that the undersigned was not in
the United States at the time the offer to acquire the ICP Common Stock was
received; 

3.     The undersigned acknowledges that the ICP Common Stock are
“restricted securities” within the meaning of the Securities Act and will be
issued to the undersigned in accordance with Regulation S of the Securities Act.


4.     The undersigned agrees not to engage in hedging transactions
with regard to the ICP Common Stock, unless in compliance with the Securities
Act. 

5.     The undersigned acknowledges and agrees that ICP shall
refuse to register any transfer of the ICP Common Stock not made in accordance
with the provisions of Regulation S of the Securities Act, pursuant to
registration under the U.S. Securities Act, or pursuant to an available
exemption from registration under the U.S. Securities Act; 

6.     The undersigned agrees to resell the ICP Common Stock only
in accordance with the provisions of Regulation S of the Securities Act,
pursuant to registration under the Securities Act, or pursuant to an available
exemption from registration pursuant to the Securities Act. 




9

7.     The undersigned understands and agrees that the ICP Common
Stock will bear the following legend: 


"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY
REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR
SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS
OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE ACT." 



8.     The undersigned is an investor in securities of companies in
the development stage and acknowledges that the undersigned is able to fend for
himself/herself/itself, can bear the economic risk of his/her/its investment,
and has such knowledge and experience in financial or business matters such that
the undersigned is capable of evaluating the merits and risks of the investment
in the ICP Common Stock. The undersigned, if a corporation, was not organized
for the purpose of acquiring the ICP Common Stock. 

9.     The undersigned has had full opportunity to review ICP’s
filings with the SEC pursuant to the Exchange Act, and additional information
regarding the business and financial condition of ICP. The undersigned believes
the undersigned has received all the information the undersigned considers
necessary or appropriate for deciding whether to purchase the ICP Common Stock.
The undersigned further represents that the undersigned has had an opportunity
to ask questions and receive answers from ICP regarding the business,
properties, prospects and financial condition of ICP. The undersigned has had
full opportunity to discuss this information with the undersigned’s legal and
financial advisers.

10.     The undersigned acknowledges that the offering of the ICP
Common Stock has not been reviewed by the SEC and that the ICP Common Stock is
being issued by ICP pursuant to an exemption from registration under the
Securities Act. 

11.     The undersigned understands that the shares of ICP Common
Stock being acquired are characterized as "restricted securities" under the
Securities Act inasmuch as they are being acquired from ICP in a transaction not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act only
in certain limited circumstances. In this connection, the undersigned represents
that the undersigned is familiar with SEC Rule 144, as presently in effect, and
understands the resale limitations imposed thereby and by the Securities Act.


12.     An investment in ICP is highly speculative and only
investors who can afford the loss of their entire investment should consider
investing in ICP and the ICP Common Stock. The undersigned is financially able
to bear the economic risks of an investment in ICP. 

13.     The undersigned is not aware of any advertisement of the ICP Common Stock.




10

IN WITNESS WHEREOF, I have executed this Certificate.

	Signature 	 	Date 
	 	 	 
	 	 	  
	Print Name 	 	  
	  	 	  
	Address 	 	Number of Shares Held